(b) the headings in this Agreement are to be ignored in construing
 this Agreement.

2. REPRESENTATIONS AND WARRANTIES

 2.1 LESSEE'S REPRESENTATIONS AND WARRANTIES:

 Lessee represents and warrants to Lessor that:

 (a) STATUS: Lessee is a corporation duly incorporated and validly
 existing under the laws of the Country of Incorporation and
 has the corporate power to own its assets and carry on its
 business as it is being conducted and is the holder of all
 necessary air transportation and other licenses or permits
 required in connection therewith and with the use and
 operation of the Aircraft;

 (b) POWER AND AUTHORITY: Lessee has the corporate power to enter
 into and perform, and has taken all necessary corporate action
 to authorize the entry into, performance and delivery of, this
 Agreement and each of the

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 other Transaction Documents to which it is a party and the
 transactions contemplated hereby and thereby;

 (c) LEGAL VALIDITY: this Agreement and each of the other
 Transaction Documents to which it is a party has been duly
 authorized by Lessee, each of this Agreement and the
 Participation Agreement has been duly executed and delivered
 by Lessee and each of this Agreement and the Participation
 Agreement does, and each of the other Transaction Documents
 when executed and delivered by Lessee (subject to execution
 and delivery by the other parties thereto) will, constitute a
 legal, valid and binding obligation of Lessee, enforceable
 against Lessee in accordance with its terms, except as
 enforceability may be limited, by applicable bankruptcy,
 insolvency or other laws affecting creditors' rights generally
 and/or general principles of equity;

 (d) NON-CONFLICT: the entry into and performance by Lessee of, and
 the transactions contemplated by, this Agreement does not and
 will not: